[ACE LR] GUIDANCE NOTE 17 - LISTING PROCEDURES FOR NEW ISSUES OF SECURITIES

[ As at 13 July 2015 ]

BURSA MALAYSIA SECURITIES BERHAD

GUIDANCE NOTE 17

LISTING PROCEDURES FOR NEW ISSUES OF SECURITIES

Details

Cross References

Effective date:

3 August 2009

Rules 6.02, 6.12, 6.18, 6.30, 6.37, 6.47 and 6.50

Revision date:

3 January 2012,

26 September 2012,

27 January 2015,

1 April 2015,

13 July 2015

1.0	Introduction

1.1	This Guidance Note sets out the following requirements in relation to an application for listing of new issues of securities under Chapter 6 of the Listing Requirement:

	(a)	the procedures for listing of new issues of securities;

	(b)	the listing and quotation (where applicable) application form and supporting documents; and

	(c)	other relevant requirements.

1.2	In relation to a new issue of securities pursuant to or which will result in a significant change in business direction or policy of a listed corporation, the listed corporation must comply with the requirements under Guidance Note 15, where applicable, as if it were an applicant seeking admission to the Official List. However, when such a listed corporation issues new securities, the listed corporation must also comply with the requirements under this Guidance Note, where applicable.

PART I – APPLICATION PROCEDURES AND ADMISSION PROCESS

2.0	Procedures relating to listing of a new issue of securities ^{FAQ 6.3}

2.1	The following procedures apply to the listing of a new issue of securities by a listed corporation, which do not fall within paragraphs 3.0 or 4.0 below, with the necessary modifications, as may be applicable - ^{FAQ 6.6}

	(a)	listed corporation immediately announces the new issue of securities to the Exchange upon the approval of the board of directors of the listed corporation;

	(b)	listed corporation files with the Exchange a listing application for the new issue of securities together with supporting documents and draft circular for the Exchange’s review, where applicable;

	(c)	Exchange grants approval-in-principle for the listing of the new issue of securities and confirms that it has no further comments on the draft circular;

	(d)	listed corporation obtains shareholder approval, if required;

	(e)	listed corporation fixes relevant books closing and entitlement dates, where applicable and immediately announces such dates to the Exchange;

	(f)	listed corporation issues and allots the securities;

	(g)	listed corporation files with the Exchange a quotation application together with supporting documents; and

	(h)	securities are admitted to the Official List and quoted on the Exchange 2 market days after receipt of the quotation application together with the requisite documents and/or confirmations and the same have been found to be complete in all respects.

3.0	Procedures relating to listing of a bonus issue of securities and listing of convertibles securities arising from bonus issue

3.1	The following procedures apply to the listing of -

	(a)	a bonus issue of securities by a listed corporation; and

	(b)	any issue of convertible securities arising from adjustments due to the bonus issue (“consequential securities”),

	with the necessary modifications, as may be applicable:

		(i)	listed corporation immediately announces the bonus issue to the Exchange upon the approval of the board of directors of the listed corporation;

		(ii)	listed corporation files with the Exchange a listing application for the bonus issue and the consequential securities, if any, together with supporting documents;

		(iii)	Exchange grants approval for the listing and quotation of the bonus issue securities and consequential securities, if any;

		(iv)	listed corporation obtains shareholder approval;

		(v)	listed corporation fixes the books closing date for the bonus issue and consequential securities, if any, and immediately announces such dates to the Exchange in accordance with Rule 6.36 of the Listing Requirements;

		(vi)	listed corporation issues and allots the securities. Where the bonus issue is a Specified Bonus Issue, the listed corporation must issue and allot the securities on the books closing date;

		(vii)	listed corporation announces to the Exchange the number of securities which will be listed and quoted; and

		(viii)	securities are admitted to the Official List and quoted on the Exchange. Where the bonus issue is a Specified Bonus Issue, the bonus issue securities and consequential securities, if any, are admitted to the Official List and quoted on the Exchange on the next market day after the books closing date.

4.0	Procedures relating to the listing of additional securities of the same type and class ^{FAQ 6.3}

4.1	The procedures in paragraph 4.2 below apply to the listing of additional securities, with the necessary modifications, as may be applicable, where the additional securities will be listed and quoted as the existing listed securities of the same type and class. ^{FAQ 6.6}

4.2	The procedures referred to in paragraph 4.1 above are as follows:

	(a)	listed corporation immediately announces the new issue of securities to the Exchange upon the approval of the board of directors of the listed corporation being given;

	(b)	listed corporation files with the Exchange a listing application for the additional securities together with supporting documents and draft circular for the Exchange’s review, where applicable;

	(c)	Exchange grants approval for the listing of the additional securities and confirms that it has no further comments on the draft circular;

	(d)	listed corporation obtains its shareholder approval, if required;

	(e)	listed corporation fixes relevant books closing and entitlement dates, where applicable and immediately announces such dates to the Exchange;

	(f)	listed corporation issues and allots the additional securities;

	(g)	listed corporation announces listing of the additional securities in accordance with paragraph 12.2 below; and

	(h)	additional securities are listed and quoted on the Exchange. ^{FAQ 6.7}

4.3	The procedures in paragraph 4.2 above do not apply to the issuance of additional securities -

	(a)	which is conditional upon any other corporate proposal which involves -

		(i)	issuance of additional securities which will not be listed and quoted to form part of the existing listed securities of the same class; or

		(ii)	issuance of a new type of securities; or

	(b)	which securities are attached with a new type of securities.

4.4	For the purpose of this paragraph, “additional securities” refers to a further issue of the same type and class of listed securities.

5.0	Summary of listing procedures

5.1	Annexure GN17-A.pdf summarises the application of listing procedures set out in paragraphs 2.0, 3.0 and 4.0 above.

6.0	Listing and quotation application form and supporting documents

6.1	A listed corporation must file with the Exchange a listing application for a new issue of securities which consists of the following:

	(a)	the application, in the form of Part A of Annexure GN17-B.pdf; and

	(b)	the supporting documents specified in Part B of Annexure GN17-B.pdf.

6.2	Subject to paragraph 6.3 below, a listed corporation must also file with the Exchange a quotation application of a new issue of securities which is accompanied by the documents specified in Part C of Annexure GN17-B.pdf and such other documents as may be specified in the approval-in-principle granted by the Exchange.

6.3	A quotation application is not required for a listing application which is subject to the procedures of listing as set out in paragraphs 3.0 and 4.0 above.

7.0	Listing and quotation application form for redeemable preference securities

7.1	For a listing application for redeemable preference shares, in addition to the documents set out in paragraph 6.1 above, a listed corporation must also include the following:

	(a)	the information set out in Part D of Annexure GN17-B.pdf, subject to the necessary adaptations; and

	(b)	the supporting documents specified in Part E of Annexure GN17-B.pdf.

8.0	Listing and quotation application for convertible securities

8.1	For a listing application for convertible securities, in addition to the documents set out in paragraph 6.1 above, a listed corporation must also file with the Exchange together with the listing application, the supporting documents specified in Part F of Annexure GN17-B.pdf.

PART II – OTHER RELEVANT REQUIREMENTS

9.0	Listing of issued and unissued securities

9.1	A listed corporation must comply with paragraph 6.0 of Guidance Note 15 as if it were the applicant, with the necessary modifications. For this purpose, the "approval" referred to in paragraph 6.0 of Guidance Note 15 includes an "approval-in-principle".

10.0	Crediting of securities

10.1	Subject to paragraph 10.3 below, a listed corporation must ensure that all new issues of securities for which listing is sought are by way of crediting the securities accounts of the allottees with such securities.

10.2	For the above purpose, the listed corporation must notify the Depository of all such particulars required by the Depository, to enable the Depository to make the appropriate entries in the securities accounts of such allottees.

10.3	Paragraph 10.1 above does not apply where a listed corporation is specifically exempted from compliance with section 38 of the Securities Industry (Central Depositories) Act 1991.

11.0	Issue or allotment of securities

11.1	A listed corporation must not issue or allot securities until after it has filed with the Exchange a listing application for such new issue of securities and has been notified by the Exchange that such new issue of securities has been approved or approved in principle for listing, as the case may be.

12.0	Announcement in relation to a new issue or issue of securities

12.1	If a listed corporation fails to make an application to the Exchange by the date specified in the announcement made under paragraphs 2.0, 3.0 or 4.0 above, it must immediately announce to the Exchange the fact of such failure, its reasons and when it expects to make the application.

12.2	Where the additional securities are listed in accordance with the procedures set out in paragraph 4.0 above, a listed corporation must announce the following information immediately upon receipt of confirmation from the Depository that the securities are ready to be credited into the securities accounts of the respective holders: ^{FAQ 6.7}

	(a)	details of the corporate proposal;

	(b)	total number of securities issued under each proposal and the issue price per share, if any;

	(c)	date of listing and quotation; and

	(d)	latest issued and paid-up capital of the listed corporation after the proposal indicating the number of shares (in unit and RM) and their par value, if any.

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Annexure GN17-A.pdf

Annexure GN17-B.pdf ^{FAQ 6.8}

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[ACE LR] GUIDANCE NOTE 17 - LISTING PROCEDURES FOR NEW ISSUES OF SECURITIES